Wee Burn Country Club Incorporated

“The wee burn country club, inc. (the "club") was incorporated as a membership organization.”

“At least forty-five days in advance of the annual meeting, a nominating committee composed of three directors and four non-director shareholders or their spouses shall be selected in the following manner. The president shall appoint the three directors to serve on the nominating committee (the "director members"), one of which shall be designated as nominating committee chair. Such directors may not be currently serving as an executive officer of the club. The four non-director shareholders or their spouses shall be appointed by the governance committee to the nominating committee from among a group of candidates proposed by the chairs of each standing committee, exclusive of the governance committee. Each standing committee chair shall propose one candidate from his committee. The resultant nominating committee shall consist of at least four shareholders and no member of the nominating committee may be nominated as a director. The nominating committee shall avail itself of information from the governance committee regarding director and executive officer candidates and board composition. The three director members of the nominating committee, acting as a separate sub-committee, shall select candidates to serve as the executive officers. Such nominees shall be voted on by the board of directors. The full nominating committee shall then select candidates for the directors to be voted on at the ensuing annual meeting of shareholders. The nominating committee shall serve until its duties have been accomplished as provided above and a new committee shall be chosen in the same manner at the appropriate time in the following year. Vacancies occurring in the nominating committee shall be filled by the president in consultation with the chair of the governance committee. No non-director member may serve on the nominating committee for two consecutive terms; no director member may serve more than two consecutive terms; and the chair may not serve consecutive terms. At least fifteen days in advance of the annual meeting the list of such candidates selected by the nominating committee shall be posted in the club house and shall be mailed to every shareholder. If a nominee will have completed two consecutive terms by the time of the annual meeting, but is still eligible because such member is being nominated for an executive officer position, then the foregoing notifications must include the statement that the nominee is also a nominee for such an executive officer position. Additional nominations shall be placed on the ballot on the written petition of twenty-five shareholders received by the secretary no later than seven days before the date of the annual meeting. Ballots containing the names of the candidates nominated shall be available at the annual meeting and the election of directors shall be only by such ballot. Each shareholder shall be entitled to one vote in person or by proxy. The presiding officer shall appoint two tellers who shall also act as inspectors. The candidates receiving the greatest number of votes shall be deemed to be elected.”

“No assessment or similar charge which by its terms exceeds a payment period of two years may be imposed upon the membership without the prior approval of a majority of the shareholders of the club present in person or by proxy at a meeting called for by notice for the stated purpose of voting on the assessment or similar charge.”

“The form 990 was provided to the executive committee of the board, prior to filing, with an overview.”

“The club requires all board members and managers to complete a conflict of interest statement on an annual basis and monitors any conflicts which may be disclosed on the statements.”

“When top management positions are being filled a third party recruiting firm is used and comparability data is obtained. In the years following here the club looks to comparative club industry surveys prepared by club management associations and the club's outside auditors firm.”

“The club does not make its governing documents, conflict of interest policy or financial statements available to the public.”

“Change in interest rate swap value -7,378. Excess capital stock refunds 300.”